D9 WIRELESS MIDCO 1 LIMITED

Executive Summary

D9 Wireless Midco 1 Limited is a holding company with strong reported net assets driven by investments but lacks independent liquidity and banking facilities. It is fully reliant on its parent company for financial support, which itself faces going concern uncertainties, creating significant credit risk. Approval for credit facilities is not recommended until the parent group's financial stability and funding arrangements are clearly resolved.

D9 WIRELESS MIDCO 1 LIMITED - Analysis Report

Company Number: 14076172

Analysis Date: 2025-07-29 19:37 UTC

1. Credit Opinion: DECLINE – D9 Wireless Midco 1 Limited is a recently incorporated intermediate holding company (since April 2022) with limited operating history. Its financial statements show a large profit and strong net asset base mainly due to investments in subsidiaries, but the company does not maintain its own bank account and is fully reliant on financial support from its parent, Digital 9 Holdco Limited. Moreover, there is a material uncertainty regarding the going concern status of the parent company Digital 9 Infrastructure Plc, which casts significant doubt on this company’s ability to meet financial obligations independently. This structural dependency and going concern uncertainty pose significant credit risks.

2. Financial Strength: The company reported net assets of approximately £75.9 million and shareholders’ funds of £83.6 million as at 31 December 2022, supported by investments in digital infrastructure assets, including a substantial stake in Arqiva Group Limited. The turnover figure of £41.8 million reflects investment income rather than operational trading revenues. Fixed assets dominate the balance sheet, consistent with its holding company function. However, the extremely low share capital (£1.05) and no independent cash resources highlight a weak standalone balance sheet liquidity position. The company’s capital structure is heavily reliant on equity injections and intercompany support.

3. Cash Flow Assessment: D9 Wireless Midco 1 Limited does not operate its own bank account and depends on its parent for cash management and financing. Major cash outflows relate to discretionary investment acquisition fees and operating expenses. The lack of independent cash reserves and reliance on external support reduces liquidity resilience and increases vulnerability to the parent group's financial health. There is no evidence of positive operating cash flow generation or working capital buffer at the standalone level, indicating potential liquidity risk in the absence of parent support.

4. Monitoring Points:

• Ongoing financial health and going concern status of the parent company Digital 9 Infrastructure Plc.
• Changes in the group’s financial support agreements and any restrictions on intra-group funding.
• Updates to the company's financial statements, specifically cash flow and liquidity disclosures.
• Any changes in the investment portfolio’s valuation or impairment indicators.
• Director changes and corporate governance around financial management and risk oversight.
• Timely filing of accounts and confirmation statements to assess compliance and transparency.